Obbligazione Morgan Stanleigh 0% ( XS1855510837 ) in USD

Morgan Stanleigh

100 USD ⇌

Stati Uniti

XS1855510837 ( in USD )

09/07/2019 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Morgan Stanley XS1855510837 in USD 0%, scaduta

Morgan Stanley è una società globale di servizi finanziari che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code XS1855510837, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 09/07/2019

NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC FOR THE
ISSUE OF EXEMPT SECURITIES DESCRIBED BELOW AND THIS PRICING SUPPLEMENT
DOES NOT CONSTITUTE THE FINAL TERMS OF THESE SECURITIES FOR THE PURPOSES
OF ARTICLE 5.4 OF THE PROSPECTUS DIRECTIVE.
Pricing Supplement dated 16 July 2018
Series Number: D2374
Reg S ISIN: XS1855510837
Tranche: 2
Reg S Common Code: 185551083

144A ISIN: XS1855510753

144A Common Code: 185551075
Morgan Stanley B.V.
Issue of 450,000 Share Securities (Certificates) linked to SAMBA FINACIAL GROUP (the "Tranche 2
Securities") to be consolidated with the issue of 450,000 Share Securities (Certificates) linked to SAMBA
FINANCIAL GROUP ( the "Tranche 1 Securities")
Guaranteed by Morgan Stanley
under the Program for the Issuance of Notes, Certificates and Warrants
PART A CONTRACTUAL TERMS
THE SECURITIES AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES MAY INCLUDE
BEARER SECURITIES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. NEITHER THE
ISSUER NOR THE GUARANTOR IS REGISTERED, OR WILL REGISTER, UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY
ACT"). THE SECURITIES DO NOT CONSTITUTE, AND HAVE NOT BEEN MARKETED AS,
CONTRACTS OF SALE OF A COMMODITY FOR FUTURE DELIVERY (OR OPTIONS THEREON)
SUBJECT TO THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS AMENDED (THE
"COMMODITY EXCHANGE ACT"), AND TRADING IN THE FUTURES HAS NOT BEEN
APPROVED BY THE U.S. COMMODITY FUTURES TRADING COMMISSION UNDER THE
COMMODITY EXCHANGE ACT.
INTERESTS IN THIS SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN A
RESTRICTED GLOBAL SECURITY THAT THE HOLDER AND ANY PERSON ACTING ON ITS
BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN
THE MEANING OF RULE 144A THAT IS ALSO A QUALIFIED PURCHASER ("QP") AS DEFINED
IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT AND THE RULES THEREUNDER,
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBS,
EACH OF WHICH IS ALSO A QP, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT
SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, AND IN A NOMINAL AMOUNT OR PURCHASE PRICE FOR EACH ACCOUNT OF NOT
LESS THAN U.S.$100,000 OR (2) TO A PERSON THAT IS NOT A U.S. PERSON (WITHIN THE
MEANING OF REGULATION S) WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN AN
UNRESTRICTED GLOBAL SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE

WITH RULE 903 OR RULE 904 OF REGULATION S, AND, IN EACH CASE IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND
ANY OTHER APPLICABLE JURISDICTION.
SEE "SUBSCRIPTION AND SALE AND TRANSFER RESTRICTIONS" IN THE BASE PROSPECTUS. IN
PURCHASING THE SECURITIES, PURCHASERS WILL BE DEEMED TO REPRESENT AND
WARRANT, AMONG OTHERS, THAT (A)(I) THEY ARE NEITHER LOCATED IN THE UNITED
STATES NOR A U.S. PERSON AND (II) THAT THEY ARE NOT PURCHASING FOR, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY SUCH PERSON OR (B)(I) THEY ARE A QIB/QP, (II) ARE
ACTING FOR THEIR OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH IS
A QIB/QP, (III) WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS APPLICABLE TO
THE SECURITIES TO ANY SUBSEQUENT TRANSFEREE (WHICH TRANSFEREE SHALL BE
DEEMED TO MAKE THE SAME REPRESENTATIONS HEREIN), (IV) THEY WILL, ALONG WITH
EACH ACCOUNT FOR WHICH THEY ARE PURCHASING, HOLD AND TRANSFER BENEFICIAL
INTERESTS IN THE SECURITIES IN AN AGGREGATE PRINCIPAL AMOUNT THAT IS NOT LESS
THAN THE MINIMUM DENOMINATION OF THE SECURITIES AND (V) ARE AWARE, AND
EACH BENEFICIAL OWNER OF THE SECURITIES HAS BEEN ADVISED, THAT THE SALE OF
THE SECURITIES TO IT IS BEING MADE IN RELIANCE ON RULE 144A.
As used herein, "U.S. person" means (i) an individual who is a citizen or resident of the United States; (ii) a
corporation, partnership or other entity treated as a corporation or partnership for United States federal
income tax purposes, created or organised in or under the laws of the United States, any State thereof or the
District of Columbia, or which has its principal place of business in the United States; (iii) any estate or
trust which is subject to United States federal income taxation regardless of the source of its income; (iv)
any trust if a court within the United States is able to exercise primary supervision over the administration
of the trust and if one or more United States trustees have the authority to control all substantial decisions
of the trust (or any trust which elected to be treated as a United States person prior to 20 August 1996); (v)
a pension plan for the employees, officers or principals of a corporation, partnership or other entity
described in (ii) above; or (vi) any other "U.S. person" as such term may be defined in Regulation S under
the Securities Act or in the Final Exemptive Order Regarding Compliance with Certain Swap Regulations,
as amended from time to time, promulgated by the Commodity Futures Trading Commission under the
Commodity Exchange Act.
This document constitutes the Pricing Supplement relating to the issue of Securities described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Base Prospectus dated 18 August 2017 and the supplemental Base Prospectus dated 20 October 2017, 30
November 2017, 29 March 2018, 16 May 2018 and 11 June 2018 which together constitute a listing
particulars (the "Base Prospectus"). Full information on the Issuer and the offer of the Securities is only
available on the basis of the combination of this Pricing Supplement and the Base Prospectus. The Base
Prospectus and the supplemental Base Prospectus are available for viewing at Deutsche Bank AG, London
Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS:
The SECURITIES are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic Area
(the "EEA"). For these purposes, a retail investor means a person who is one (or more) of:
(A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as
amended ("MiFID II");
(B) a customer within the meaning of Directive 2002/92/EC, AS AMENDED, where that
customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or
(C) not a qualified investor as defined in Directive 2003/71/EC, as amended.

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Consequently no key information document required by Regulation (EU) No 1286/2014, as amended
(the "PRIIPs Regulation") for offering or selling the SECURITIES or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the
SECURITIES or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPS Regulation.
MIFID II product governance / Professional investors and ECPs only target market:
Solely for the purposes of the manufacturer's product approval process, the target market
assessment in respect of the securities has led to the conclusion that:
(A) the target market for the securities is eligible counterparties and professional clients
only, each as defined in MiFID II; and
(B) all channels for distribution of the securities to eligible counterparties and
professional clients are appropriate.
Any person subsequently offering, selling or recommending the securities (a "distributor") should
take into consideration the manufacturer's target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the
securities (by either adopting or refining the manufacturer's target market assessment) and
determining appropriate distribution channels.
Information Concerning Investment Risk
Securityholders and prospective purchasers of Securities should ensure that they understand the nature
of the Securities and the extent of their exposure to risk and that they consider the suitability of the
Securities as an investment in the light of their own circumstances and financial condition. An
investment in the Securities entails risks not associated with investments in a conventional debt security,
such as described in section entitled "Risk associated with the Securities generally" on pages 17 to 28 of
the Base Prospectus. The performance of the Shares will affect the nature and value of the investment
return on the Securities. Securityholders and prospective purchasers of Securities should conduct their
own investigations and, in deciding whether or not to purchase Securities, prospective purchasers should
form their own views of the merits of an investment related to the Underlying based upon such
investigations.
Given the highly specialised nature of these Securities, the Issuer, the Guarantor and the Distribution
Agent consider that they are only suitable for sophisticated investors who are able to determine for
themselves the risk of an investment linked to the Underlying and who are able to bear the loss of any
amount invested. Consequently, if you are not such an investor you should not consider purchasing
these Securities without taking detailed advice from a specialised professional adviser.
Prospective purchasers should note the United States Taxation set out on pages 138 to 145 of the Base
Prospectus. Prospective purchasers are hereby notified that sellers of the Securities may be relying on
the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Saudi Arabian regulatory practices: The Share Issuer is governed by the laws of the Kingdom of Saudi
Arabia ("KSA"), and in particular, the KSA Capital Market Law ("CML"), and the regulations enacted
thereunder, and are regulated by the KSA Capital Markets Authority ("CMA"). The regulatory practices
of the CMA may not necessarily be similar to the regulatory practices in other jurisdictions. In particular,
given the lack of formal system of official reporting and/or official interpretation, and the absence of a
system of binding precedent in the KSA, prospective investors or investors should note that the Share Issuer
may discharge its obligations, and the CMA may exercise its authority in respect of the Share Issuer in a
manner that may impact the value of the Securities.

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Emerging Markets Risk: Fluctuations in the trading prices of the Underlying Share will affect the value of
the Certificates. Changes may result over time from the interaction of many factors directly or indirectly
affecting economic and political conditions in the related countries / member nations, including economic
and political developments in other countries. Of particular importance to potential risk are: (i) rates of
inflation; (ii) interest rate levels; (iii) balance of payments; and (iv) the extent of governmental surpluses or
deficits in the relevant country. All of these factors are, in turn, sensitive to the monetary, fiscal and trade
policies pursued by the related countries, the governments of the related countries and member nations (if
any), and other countries important to international trade and finance. Government intervention could
materially and adversely affect the value of the Certificates. Governments may use a variety of techniques,
such as intervention by their central bank or imposition of regulatory controls or taxes, to affect the trading
of the Underlying Share. Thus, a special risk in purchasing the Certificates is that their trading value and
amount payable could be affected by the actions of governments, fluctuations in response to other market
forces and the movement of currencies across borders. The Underlying Share is an emerging markets stock
that may be more volatile than the stocks in more developed markets.
CMA Resolution
The CMA Board of Commissioners resolution 2-28-2008 dated 18 August 2008, as amended by the
resolution 3-10-2010 dated 16 March 2010, and as may be further amended from time to time (the "CMA
Resolution") allows "Authorised Persons" to enter into derivative transactions with non-resident foreign
investors whether institutions or individuals, to transfer the economic benefits of Saudi shares listed on the
Saudi Stock Exchange (Tadawul), while Authorised Persons retain the legal ownership of such shares.
Pursuant to the conditions specified in the CMA Resolution, Authorised Persons are required to provide
certain information on beneficiaries who obtain the economic benefits of Saudi shares.
Representations by Securityholders
In order to ensure that the Issuer, or any of its affiliates that are Authorised Persons for the purpose of the
CMA Resolution, can comply with the terms of the CMA Resolution, each holder of the Securities
represents and agrees, as a condition of acquiring or holding such Securities that:
1. it is fully aware of the terms of the CMA Resolution;
2. it is a "Non-resident foreign investor" for the purpose of the CMA Resolution and, to the best of its
knowledge, it is not purchasing the Securities for, on behalf of, or for the benefit of account of any
person or entity that is not a "Non-resident foreign investor";
3. the Issuer or its Affiliates may be requested to disclose to the CMA details of the purchase of the
Security (including without limitation, the name of the purchaser (and where applicable the
beneficiary) and the relevant country of origin and investor type (e.g. hedge fund, institution, natural
person etc), the underlying Security and the number of Securities and the execution price for the
transaction, and any other information requested by the CMA), and the holder of the Security hereby
consents to any such disclosure;
4. it will provide the Issuer immediately upon any transfer of ownership of the Securities with the details
of the transfer (including without limitation, the name of the transferee (and where applicable the
beneficiary) and the relevant country of origin and investor type (e.g. hedge fund, institution, natural
person etc), the underlying Security and the number of Securities and the execution price for the
transaction, and any other information requested by the CMA), in order for the Issuer, or any of its
affiliates who are Authorised Persons for the purpose of the CMA Resolution, to make any
notifications and/or reports to the Corporate Finance Department of the CMA as required by the terms
of the CMA Resolution. The transferor acknowledges that it will provide the above information to the
Issuer by email to [email protected];
5. it is aware that the CMA may from time to time impose qualitative or quantitative restrictions or any
other requirements on products linked to Saudi Arabian Shares or on the ultimate beneficial investors

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of such products and if any such restrictions or requirements are imposed, then the Issuer may give
effect to such restrictions or requirements whether by supplementing, varying or amending all or any of
the terms of the Securities or otherwise.
Notwithstanding anything to the contrary stated or implied herein, neither the Issuer nor any of its
Affiliates shall be required to take any action or refrain from taking any action in connection with the
Security that it reasonably believes could result in non-compliance with or penalties, loss of tax benefits or
reporting obligations under the laws of the United States (including, for avoidance of doubt, U.S. laws
restricting direct or indirect participation in or compliance with certain foreign boycotts, or requiring it to
report to the U.S. government its or its affiliates' direct or indirect participation in or cooperation with
such a foreign boycott, as contained in the U.S. Export Administration Act of 1979 and the U.S. Internal
Revenue Code, as such laws are amended from time to time) or that it reasonably believes could result in
placing it or any of its affiliates in a position of non-compliance with such laws.
Morgan Stanley is not qualified to give legal, tax or accounting advice to its clients and does not purport
to do so in this document. Clients are urged to seek the advice of their own professional advisers about
the consequences of the proposals contained herein.

1.
(i)
Issuer:
Morgan Stanley B.V.

(ii)
Guarantor:
Morgan Stanley
2.
(i)
Series Number:
D2374
(ii)
Tranche Number:
2
Fungible with the Series D2374 Tranche 1 Notes due
2019 issued by Morgan Stanley B.V.,. To be consolidated
to form a single series with Tranche 1 with effect as of
the Issue Date of Tranche 2

3.
Type:
Share Certificates
4.
(i)
Issue Date:
9 July 2018 Tranche 1
16 July 2018 Tranche 2
(ii)
Trade Date
3 July 2018
5.
Specified Currency or Currencies:
U.S. Dollar ("USD")
6.
Aggregate Nominal Amount or
number of Securities admitted to
trading:
900,000
(i)
Series:
900,000
(ii)
Tranche:
450,000 Tranche 1
450,000 Tranche 2

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7.
Nominal Amount per Security:
Not Applicable

8.
Issue Price:
USD 8.5600 per Certificate
PROVISIONS RELATING TO THE UNDERLYING, VALUATION AND ADJUSTMENTS
9.
Underlying:
SAMBA FINANCIAL GROUP (Bloomberg code:
SAMBA AB)
10.
(i)
Valuation Date:
The Valuation Date shall be determined in accordance

with the following:
(A) if the Securities are deemed to have been exercised
in accordance with Condition 6.3 (Deemed
Exercise), 9 July 2019;
(B) if the Securities are exercised by a Securityholder,
five (5) Business Days prior to the Cash Settlement
Payment Date; or
(C) if the Securities are to be terminated pursuant to
Condition 6.12 (Termination at the option of the
Issuer), the Optional Termination Valuation Date.

(ii)
Initial Valuation Date:
3 July 2018, which date shall be a Scheduled Valuation
Date for the purposes of Condition 9.1 (Disruption)
11.
Averaging Dates:
Not Applicable
12.
Averaging Date Disruption:
Not Applicable
13.
Valuation Time:
As per conditions
14.
Exchange:
Saudi Arabia Stock Exchange
15.
Related Exchange:
All Exchanges
16.
Business Day Convention:
Following Business Day Convention

PROVISIONS RELATING TO DISTRIBUTION AMOUNT(S) (IF ANY) PAYABLE
17.
Distribution Provisions:
Applicable

(i)
Distribution Commencement Issue Date
Date:
(ii)
Distribution Valuation
3 (three) Business Days following the official Record
Date(s):
Date in respect of the Eligible Dividend, or as otherwise
notified by the Issuer from time to time, each a Record

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Date for the purpose of the relevant Distribution Amount
(iii)
Distribution Payment Date(s):
5 (five) Business Days after the date when the Eligible
Dividend of the Underlying Share is received by the
Issuer or its relevant affiliate or a later date as notified to
the Securityholder from time to time

(iv)
Distribution Amount(s):
An amount determined by the Determination Agent to
reflect an amount equal to any cash dividends including
any Extraordinary Dividends in respect of the
Underlying, where the Ex-Date for that dividend falls on
a date within the Reference Period, net of any costs, local
tax (to the extent not already reflected in the Cash
Settlement Amount) or fees required to be deducted or
paid in connection with the relevant dividend or on any
hedging amount connected with the relevant dividend
(converted into USD at the Spot FX Rate on the relevant
payment date as determined by the Determination Agent).
For the avoidance of doubt, a distribution shall only be
regarded as having been "paid" if a Saudi Arabia resident
corporate holder of the Underlying would have received
the relevant distribution within the required timeframe.
(v)
Minimum Distribution
Amount:
Not Applicable
(vi)
Maximum Distribution
Amount:
Not Applicable
(vii)
Distribution Record Date:
Distribution Valuation Date
PROVISIONS RELATING TO SHARE DETERMINATIONS
18.
Provisions relating to Share
Determinations:
(i)
Other terms relating to the None
payment of Distribution
Amounts:
(ii)
Additional Outperformance
Not Applicable
Weighting:
(iii)
Net Yield Weighting:
Not Applicable
(iv)
Outperformance Weighting:
Not Applicable
(v)
Additional Outperformance
Not Applicable
Period:
(vi)
Reference Period:
From but excluding the Initial Valuation Date to and
including the Expiration Date
(vii)
Extraordinary Dividend:
Applicable, provided it is in cash form

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(viii)
Relevant Deduction:
Applicable

(ix)
Final Valuation Date:
As defined in Condition 2.1
(x)
Distribution Record Date:
Distribution Valuation Date
PROVISIONS RELATING TO EXERCISE, REDEMPTION AND TERMINATION
19.
Exercise
Applicable

(i)
Exercise Style:
American Securities
(ii)
Deemed Exercise:
Applicable
(iii)
Call/Put:
Not Applicable
(iv)
Exercise Date or Potential Provided that the Exercise Notice is validly delivered in
Exercise Date(s):
accordance with Condition 7 (Exercise Procedures) no
less than 5 (five) Business Days prior to the proposed
Exercise Date, the relevant Exercise Business Day falling
in the Exercise Period as specified in the Exercise Notice
(v)
Exercise Period:
From but excluding the Issue Date to and including the
Expiration Date (which shall be deemed to be also the
Final Valuation Date).
(vi)
Commencement Date:
Issue Date
(vii)
Exercise Business Day:
Includes a Scheduled Trading Day and an Exchange
Business Day
(viii)
Latest Exercise Time:
10:00 a.m. Brussels time (in the case of Euroclear Bank),
11:00 a.m. Brussels time (if delivered by EUCLID) or
10:00 a.m. Luxembourg time (in the case of Clearstream,
Luxembourg).
(ix)
Expiration Date:
9 July 2019
(x)
Minimum Exercise Amount:
Not Applicable
(xi)
Maximum Exercise Amount:
Not Applicable
(xii)
Permitted Multiple:
Not Applicable
(xiii)
Cash Settlement Amount of
each Security:
An amount determined by the Determination Agent equal
to the Final Underlying Value * 99.50% as of the
Valuation Time on the Valuation Date, subject to any
Relevant Deduction;
Where:
"Final Underlying Value" means the Reference Value

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of the Underlying Share on the Valuation Date,
calculated in SAR and converted into USD at the Spot
FX Rate as determined by the Determination Agent on
the Valuation Date. For the avoidance of doubt, Final
Underlying Value will be reduced by an amount equal to
any registration, exchange fees, taxes, including Local
Tax, or other expenses reasonably incurred in connection
with the acquisition, holding or disposition of a hedge
position, in all cases converted into USD at the Spot FX
rate as determined by the Determination Agent; and

"Spot FX Rate" means the spot USD/SAR foreign
exchange rate on the relevant date as determined by the
Determination Agent.
(A)
Reference Value:
As set out in the Conditions and subject to Final
Underlying Value above
(B)
Strike Value (for Not Applicable
Warrants only):
(C)
Settlement Value:
Not Applicable
(D)
Hedging Realisation Not Applicable
Price:
(xiv)
Cash Settlement Payment i) Upon Deemed Exercise, 11 July 2019 or as the case
Date:
may be (ii) 5 (five) Business Days following the
Valuation Date, or whichever date is earlier.
(xv)
Maximum Cash Settlement Not Applicable
Amount:
(xvi)
Break Fee:
Not Applicable
(xvii) Break Fee Date:
Not Applicable
(xviii) Other terms relating to the
payment of Cash Settlement The definition of Cash Settlement Payment Date as set
Amount:
out in Condition 2.1 is replaced by the following:

Means in respect of each Exercise Date, the date
specified as such (as specified in item xiv above) or if
such date is not a Business Day, the next succeeding
Business Day.
20.
Redemption:
Not Applicable
PROVISIONS RELATING TO EARLY TERMINATION AND DISRUPTION
21.
Issuer's Call Option:
Applicable
(i)
Optional Termination Date As set out in the Conditions.

9

(Call):
(ii)
Issuer Call Notice Period:
Not less than 5 (five) Business Days prior to the Optional
Termination Date.

(iii)
Optional Termination Amount As set out in the Conditions
(Call):
(iv)
Break Fee:
Not Applicable
(v)
Other terms relating to the Condition 6.12 shall be amended as follows:
Issuer's Call Option:
The wording in brackets after "Issue Terms" in the sixth
line shall be amended as follows:
("provided that in no event shall such notice period be
less than 5 Business Days")
22.
Investor Put Option:
Not Applicable

23.
Additional Disruption Event:
Change in Law, Hedging Disruption, Increased Cost of
Hedging, Loss of Stock Borrow
24.
Early Termination Amount (if
As set out in the Conditions
different from Condition 2
(Interpretation)):
Other terms relating to early None
termination:
25.
Inconvertibility Event Provisions:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
26.
Form of Securities:
Registered Securities:
Restricted Global Security, exchangeable for Individual
Registered Instruments only in circumstances specified in
the relevant Global Security.
The Securities are not exchangeable for Bearer Securities.
27.
Financial Centre(s):
London, New York and Riyadh
28.
Talons for future Coupons or Receipts No.
to be attached to Definitive Securities
(and dates on which such Talons
mature):
29.
Consolidation provisions:
The provisions in Condition 19 (Further Issues) apply
30.
Clearance System:
Euroclear and Clearstream, Luxembourg

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